form8k.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 1, 2008

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)		001-31826 (Commission file number)		42-1406317 (IRS Employer Identification No.)

7711 Carondelet Avenue, St. Louis, Missouri 63105

(Address of principal executive office and zip code)

Registrant’s telephone number, including area code: (314) 725-4477

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

On July 1, 2008, in connection with our acquisition of Celtic Insurance Company and to fund a portion of the purchase price, we borrowed $60 million from our $300 million revolving credit agreement with various financial institutions. As of July 1, 2008, we have $80 million of borrowings outstanding under the revolving credit agreement. The borrowed funds may be repaid at any time before the expiration date of the credit agreement, which is September 14, 2011. For a description of the material terms of our revolving credit agreement, see the Form 10-Q filed with the Securities and Exchange Commission on October 25, 2004, as well as the amendments filed with the Securities and Exchange Commission on Form 10-Q on October 25, 2005, Form 10-K on February 24, 2006, Form 10-Q on July 25, 2006, Form 10-Q on October 24, 2006, and Form 10-K on February 25, 2008, which are incorporated by reference herein.

ITEM 7.01 REGULATION FD DISCLOSURE

On July 1 2008, the Company completed its acquisition of Celtic Insurance Company. The full text of the related press release is included as Exhibit 99.1 to this report. The information contained in the website cited in the press release is not a part of this report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS


Exhibit
Number		Description
99.1		Press release of Centene Corporation issued July 2, 2008.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	CENTENE CORPORATION

Date: July 2, 2008	By:	/s/ Keith H. Williamson
		Keith H. Williamson Senior Vice President, Corporate Secretary and General Counsel

EXHIBIT INDEX


Exhibit
Number		Description
99.1		Press release of Centene Corporation issued July 2, 2008.

Contacts: Edmund E. Kroll

Senior Vice President, Finance and Investor Relations

(212) 759-0382

ekroll@centene.com

Sandy McBride

Senior Director, Corporate Communications

(314) 725-4477

smcbride@centene.com

FOR IMMEDIATE RELEASE

CENTENE CORPORATION CLOSES ACQUISITION OF

CELTIC INSURANCE COMPANY

ST. LOUIS, MISSOURI (July 2, 2008) –Centene Corporation (NYSE: CNC) today announced that it has closed the acquisition of Celtic Group, Inc., the parent company of Celtic Insurance Company (“Celtic”), effective July 1, 2008. Concurrent with regulatory approval of the transaction, Centene received regulatory approval from the Illinois Division of Insurance to realize an extraordinary dividend.

Celtic is a national individual health insurance provider that provides high-quality, affordable health insurance to individual customers and their families. This acquisition uniquely positions Centene as a national leader in providing government-sponsored and market-driven solutions to increase access to high-quality, affordable healthcare for all Americans.

Michael F. Neidorff, Chairman and Chief Executive Officer of Centene, stated, "We are very pleased to close on this transaction because Celtic will play an important role in advancing our goal of building a multi-line healthcare enterprise. Celtic positions us to offer a broad range of coverage solutions customized to the unique needs of each state. This acquisition is consistent with our product diversification strategy to add complementary capabilities that allow us to meet the evolving needs of our state customers.”

The transaction is expected to be immaterial to earnings per share in 2008.

About Centene Corporation

Centene Corporation is a leading multi-line healthcare enterprise that provides programs and related services to individuals receiving benefits under Medicaid, including the State Children's Health Insurance Program (SCHIP), Supplemental Security Income (SSI) and Medicare (Special Needs Plans). The Company operates health plans in Arizona, Georgia, Indiana, New Jersey, Ohio, South Carolina, Texas and Wisconsin. In addition, the Company contracts with other healthcare and commercial organizations to provide specialty services including behavioral health, life and health management, long-term care, managed vision, nurse triage, pharmacy benefits management and treatment compliance. Information regarding Centene is available via the Internet at www.centene.com.

The information provided in this press release contains forward-looking statements that relate to future events and future financial performance of Centene. Subsequent events and developments may cause the Company's estimates to change. The Company disclaims any obligation to update this forward-looking financial information in the future. Readers are cautioned that matters subject to forward-looking statements involve known and unknown risks and uncertainties, including economic, regulatory, competitive and other factors that may cause Centene's or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Actual results may differ from projections or estimates due to a variety of important factors, including Centene's ability to accurately predict and effectively manage health benefits and other operating expenses, competition, changes in healthcare practices, changes in federal or state laws or regulations, inflation, provider contract changes, new technologies, reduction in provider payments by governmental payors, major epidemics, disasters and numerous other factors affecting the delivery and cost of healthcare. The expiration, cancellation or suspension of Centene's Medicaid Managed Care contracts by state governments would also negatively affect Centene.

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